ORDINARY SHARE PURCHASE WARRANT CBD ENERGY LIMITEDCBD Energy LTD • July 30th, 2014 • Semiconductors & related devices
THIS ORDINARY SHARE PURCHASE WARRANT (this “Warrant”) certifies that, for value received, ___________ (the “Holder”) is entitled, upon the terms and subject to the Exercise Conditions (hereinafter defined) and other limitations on exercise and the conditions hereinafter set forth, at any time on or prior to the close of business on the four (4) year anniversary of the Grant Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from CBD Energy Limited, an Australian corporation (the “Company”), up to __________ shares (the “Warrant Shares”) of the Company’s ordinary shares (the “Ordinary Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
ORDINARY SHARE PURCHASE WARRANT BLUENRGY GROUP LIMITEDBlueNRGY Group LTD • December 10th, 2015 • Construction - special trade contractors
THIS ORDINARY SHARE PURCHASE WARRANT (this “Warrant”) certifies that, for value received, ESOL, B.V. (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after December 31, 2015 (the “Initial Exercise Date”) and on or prior to the close of business on the Three (3) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from BlueNRGY Group Limited, an Australian corporation (the “Company”), up to 26,470,079 shares (the “Warrant Shares”) of the Company’s ordinary shares (the “Ordinary Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Share Sale AgreementAgreement • January 30th, 2014 • CBD Energy LTD • Semiconductors & related devices
Parties Kerama Energy Pty Ltd ACN 154 011 659 as trustee for the Kerama Energy Trust C/- ESV Chartered Accountants of Level 18, 55 Market Street, Sydney NSW 2000 (Purchaser);
MASTER ACQUISITION AGREEMENTMaster Acquisition Agreement • January 30th, 2014 • CBD Energy LTD • Semiconductors & related devices
SOLAR SYSTEM INSTALLATION AGREEMENT BY AND BETWEEN NAUTILUS SOLAR LINDENWOLD BOE, LLC, as System Owner AND CBD ENERGY LIMITED as Supplier as of July 6, 2012Solar System Installation Agreement • January 30th, 2014 • CBD Energy LTD • Semiconductors & related devices • New Jersey
This Solar System Installation Agreement (“Agreement”) is made and entered into as of July 6, 2012 (the “Effective Date”), by and between Nautilus Solar Lindenwold BOE, LLC, a Delaware limited liability company (“System Owner”), and CBD Energy Limited an Australia corporation (“Supplier”). Each of System Owner and Supplier shall be referred to herein as a “Party” and collectively as the “Parties.”
9th February 2011 The Directors Washington H. Soul Pattinson And Company Limited First Floor 160 Pitt Street Mall Sydney NSW 2000CBD Energy LTD • January 30th, 2014 • Semiconductors & related devices
CBD Energy Limited (ABN 88 010 966 793) (the Company) has requested Washington H. Soul Pattinson And Company Limited (ABN 49 000 002 728) (WHSP) to provide a loan of AUD$10 million to the Company. This letter (the Agreement) sets out the terms and conditions on which WHSP is willing to make the loan available to the Company.
Second Deed of Amendment and Restatement - Facility AgreementConvertible Note Facility Agreement • January 30th, 2014 • CBD Energy LTD • Semiconductors & related devices • Hong Kong
A word or phrase (other than one defined in this deed or as otherwise specified) defined in the Restated Agreement has the same meaning in this deed and:
SUBLICENSE AGREEMENTSublicense Agreement • January 30th, 2014 • CBD Energy LTD • Semiconductors & related devices • New York
This sublicense agreement (“Sublicense Agreement”) commences on the Effective Date and is made by and between (i) Westinghouse Electric Corporation, a Delaware corporation, having its principal place of business at 51 West 52nd Street, New York, NY 10019 (hereinafter referred to as “Westinghouse”); (ii) Westinghouse Solar, Inc., a Delaware corporation, having its principal place of business at 1475 S. Bascom Ave., Suite 101, Campbell, CA 95008 (“W- Solar”) and Andalay Solar Inc., (“Andalay”) a wholly owned subsidiary of W-Solar (hereinafter W-Solar and Andalay each referred to as a “Sublicensor” and collectively referred to as the “Sublicensors”); (iii) and CBD Energy Limited (ACN 010 966 973), an Australia company, having its principal place of business at 53 Cross Street Double Bay, Suite 2 — Level 2, Sydney NSW Australia 2028 (hereinafter referred to as the “Sublicensee”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 9th, 2013 • CBD Energy LTD • Semiconductors & related devices • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 7, 2012 (the “Signing Date”), between Westinghouse Solar, Inc., a Delaware corporation (the “Company”), on the one hand, and CBD Energy Limited, an Australian corporation (the “Parent”), and CBD-WS Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub” and, collectively with the Parent, the “Buyer Entities”; the Buyer Entities and the Company, collectively, the “Parties”), on the other hand.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 28th, 2016 • BlueNRGY Group LTD • Construction - special trade contractors
THIS LOAN AND SECURITY AGREEMENT (the “Security Agreement”) is made and entered into as of February 5, 2016 (the “Effective Date”), by and between DRAKER CORPORATION, a corporation organized under the laws of the state of Delaware in the United States of America with its principal office located at 431 Pine Street, Suite 114, Burlington, VT 05401 (“Borrower”), and ESOL B.V., a company organized under the laws of Netherlands, with its principal office located at Startbaan 8, 1185XXR Amstelveen, Netherlands, on behalf of itself and any holder(s) of the Loans (the “Secured Party”).
EQUITY CONTRIBUTION AgreementEquity Contribution Agreement • January 30th, 2014 • CBD Energy LTD • Semiconductors & related devices • Victoria
The Land Trustee and the Operating Trustee have agreed to issue Subscription Shares to the HoldCo Land Trustee (in its personal capacity) and the HoldCo Operating Trustee (in its personal capacity) respectively and Subscription Units to the HoldCo Land Trustee and HoldCo Operating Trustee respectively and the HoldCo Land Trustee and HoldCo Operating Trustee have agreed to issue Subscription Shares and Subscription Units to CRG and CBD, in each case, on the terms of this agreement.
ContractExchange and Compensation Deferral Agreement • December 10th, 2015 • BlueNRGY Group LTD • Construction - special trade contractors
THIS EXCHANGE AND COMPENSATION DEFERRAL AGREEMENT (the “Agreement”) is made as of the 30th of November, 2015 (the “Effective Date”), by and between BlueNRGY Group Limited, an Australian corporation (the “Company”), and Emmanuel Cotrel (“Executive”).
LICENSE AGREEMENTLicense Agreement • January 30th, 2014 • CBD Energy LTD • Semiconductors & related devices • New York
This License Agreement (“Agreement”) is made by and between Westinghouse Electric Corporation, a Delaware corporation, having a principal place of business at 51 West 52nd Street, New York, NY 10019 (hereinafter referred to as "Westinghouse"), and CBD Energy Limited (ACN 010 966 973), a Australian company, having a principal place of business at 53 Cross Street Double Bay, Suite 2 — Level 2, Sydney NSW Australia 2028 (hereinafter referred to as "Licensee").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 28th, 2016 • BlueNRGY Group LTD • Construction - special trade contractors • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 29, 2016, between BlueNRGY Group Limited, an Australian corporation (the “Company”), IHL Acquisition Co. Pty Ltd. (“IHL”) a wholly-owned subsidiary of the Company registered in Australia, and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Regional Queensland Investment Incentives Scheme AgreementScheme Agreement • January 30th, 2014 • CBD Energy LTD • Semiconductors & related devices • Queensland
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 30th, 2014 • CBD Energy LTD • Semiconductors & related devices • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 7, 2012 (the “Signing Date”), between Westinghouse Solar, Inc., a Delaware corporation (the “Company”), on the one hand, and CBD Energy Limited, an Australian corporation (the “Parent”), and CBD-WS Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub” and, collectively with the Parent, the “Buyer Entities”; the Buyer Entities and the Company, collectively, the “Parties”), on the other hand.
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 30th, 2014 • CBD Energy LTD • Semiconductors & related devices
This Amendment No. 2 (this “Amendment”) to the Agreement and Plan of Merger dated as of May 7, 2012 (the “Merger Agreement”) is made as of September 21, 2012, by and among CBD Energy Limited, an Australian corporation (“CBD” or the “Parent”), CBD-WS Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”) and Westinghouse Solar, Inc., a Delaware corporation (the “Company”). Each capitalized term used herein but not otherwise defined shall have the meaning ascribed to such term in the Merger Agreement.
CBD ENERGY LIMITED _______ ORDINARY shares UNDERWRITING AGREEMENTUnderwriting Agreement • May 9th, 2014 • CBD Energy LTD • Semiconductors & related devices • New York
CBD Energy Limited, a corporation formed under the laws of Australia (the “Company”) proposes, subject to the terms and conditions stated herein, to issue and sell to National Securities Corporation and each of the other Underwriters named in Schedule VII hereto, if any (each, an “Underwriter” and collectively, the “Underwriters”), an aggregate of _________ fully paid shares (the “Firm Shares”) and, at the election of the Underwriters, up to _________ shares (the “Additional Shares” and together with the Firm Shares, the “Public Securities”) of the Company’s ordinary shares (the “Shares”). The Firm Shares, the Additional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof, the Underwriter Warrants (as defined below) and the Underwriter Warrant Shares (as defined below) are collectively referred to as the “Securities.”
AMENDMENT TO SUBLICENSE AGREEMENTSublicense Agreement • January 30th, 2014 • CBD Energy LTD • Semiconductors & related devices
This amendment to sublicense agreement (“Sublicense Amendment”) commences on the Effective Date of the Sublicense Agreement and is made by and between (i) Westinghouse Electric Corporation, a Delaware corporation, having its principal place of business at 51 West 52nd Street, New York, NY 10019 (hereinafter referred to as “Westinghouse”); (ii) Westinghouse Solar, Inc., a Delaware corporation, having its principal place of business at 1475 S. Bascom Ave., Suite 101, Campbell, CA 95008 (“W-Solar”) and Andalay Solar Inc., (“Andalay”) a wholly owned subsidiary of W-Solar (hereinafter W-Solar and Andalay each referred to as a “Sublicensor” and collectively referred to as the “Sublicensors”); (iii) and CBD Energy Limited (ACN 010 966 973), an Australia company, having its principal place of business at 53 Cross Street Double Bay, Suite 2 – Level 2, Sydney NSW Australia 2028 (hereinafter referred to as the “Sublicensee”).
Business Finance AgreementBusiness Finance Agreement • January 30th, 2014 • CBD Energy LTD • Semiconductors & related devices
This schedule details the Facilities, including the finance amount, term, repayment arrangements, interest rate and fees payable.
FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 20th, 2014 • CBD Energy LTD • Semiconductors & related devices • New York
THIS FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (the “Amendment”) is made as of August 19, 2014, by and among CBD ENERGY LIMITED, an Australian corporation (the “Company”) and the persons who are signatories to this Amendment (collectively, the “Purchasers” and individually, a “Purchaser”).
DATED 2016Subscription and Shareholders’ Agreement • October 28th, 2016 • BlueNRGY Group LTD • Construction - special trade contractors • England
ContractExchange Agreement • June 4th, 2014 • CBD Energy LTD • Semiconductors & related devices • New York
EXCHANGE AGREEMENT (the “Agreement”) is made as of May 30, 2014 (the “Effective Date”), by and between CBD Energy Limited, an Australian corporation (the “Company”), and Wind Farm Financing Pty Ltd (the “Noteholder”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 29th, 2015 • CBD Energy LTD • Semiconductors & related devices • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January ___, 2015, between CBD Energy Limited, an Australian corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
DATED 2016 INACCESS INVESTMENTS LIMITED (1) RIKONUS LIMITED (2) PIRAEUS TA.NE.O. CAPITAL FUND (3) IHL ACQUISITION CO PTY LTD (4) and BLUENRGY GROUP LIMITED (5)Share Purchase Agreement • October 28th, 2016 • BlueNRGY Group LTD • Construction - special trade contractors
IIL, Rikonus and PTCF, collectively the “Sellers” and each a “Seller”; the Sellers and the Purchaser, each a “Party” and together the “Parties”.
Loan Facility AgreementCBD Energy LTD • April 24th, 2014 • Semiconductors & related devices • New South Wales
The Borrower has requested the Lender provide the Borrower with the Facility under which a cash advance of an aggregate amount equal to the Commitment may be made available for the purpose set out in clause 3.2.
Subscription agreement dated 5 February, 2014CBD Energy LTD • February 11th, 2014 • Semiconductors & related devices • New South Wales
AMENDED AND RESTATED MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • January 29th, 2015 • CBD Energy LTD • Semiconductors & related devices • New York
This Amended and Restated Membership Interest Purchase Agreement (this “Agreement”), is dated as of the 27th of January, 2015 (the “Effective Date”), and is entered into among BLUENRGY INTERNATIONAL HOLDINGS S.A., a Switzerland joint stock company (“BIH”), Yves-Regis Cotrel (“YC”), Emmanuel Cotrel (“EC”), Coastalview Capital Partners, LLC (“CPC”), Ryames Investment Company, LLC (“RIC” and collectively, along with BIH, YC, CPC and EC, “Seller”), and CBD ENERGY LIMITED, an Australian corporation (ACN 010 966 793) (“Buyer”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 12th, 2015 • BlueNRGY Group LTD • Construction - special trade contractors • Delaware
THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into the 16th day of September, 2015, by and between Draker, Inc., a Delaware corporation (“Draker”) and Draker Laboratories, Inc., a Delaware corporation (“Draker Labs” and, together with Draker, the “Seller”) and BlueD Acquisition Corporation, a Delaware corporation (the “Buyer”).
ContractExchange Agreement • October 27th, 2017 • BlueNRGY Group LTD • Services-computer integrated systems design • New York
EXCHANGE AGREEMENT (the “Agreement”) was made as of the 30th day of June, 2017 (the “Effective Date”), by and between BlueNRGY Group Limited, an Australian corporation (the “Company”), and _____________ (collectively the “Noteholder”) with such Agreement being executed by the parties on _________.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 27th, 2017 • BlueNRGY Group LTD • Services-computer integrated systems design • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September ___, 2015, between BlueNRGY Group Limited, an Australian corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REVOLVING LOAN AND SECURITY AGREEMENTRevolving Loan and Security Agreement • December 2nd, 2014 • CBD Energy LTD • Semiconductors & related devices • Illinois
THIS REVOLVING LOAN AND SECURITY AGREEMENT (the “Security Agreement”) is made and entered into as of November 19, 2014 (the “Effective Date”), by and between GREEN EARTH DEVELOPERS, LLC, a Georgia limited liability company (“Borrower”), and WIND FARM FINANCING PTY LTD., a corporation organized under the laws of Australia (the “Secured Party”).
AMENDMENT TO SUBLICENSE AGREEMENTSublicense Agreement • August 9th, 2013 • CBD Energy LTD • Semiconductors & related devices
This amendment to sublicense agreement (“Sublicense Amendment”) commences on the Effective Date of the Sublicense Agreement and is made by and between (i) Westinghouse Electric Corporation, a Delaware corporation, having its principal place of business at 51 West 52nd Street, New York, NY 10019 (hereinafter referred to as “Westinghouse”); (ii) Westinghouse Solar, Inc., a Delaware corporation, having its principal place of business at 1475 S. Bascom Ave., Suite 101, Campbell, CA 95008 (“W-Solar”) and Andalay Solar Inc., (“Andalay”) a wholly owned subsidiary of W-Solar (hereinafter W-Solar and Andalay each referred to as a “Sublicensor” and collectively referred to as the “Sublicensors”); (iii) and CBD Energy Limited (ACN 010 966 973), an Australia company, having its principal place of business at 53 Cross Street Double Bay, Suite 2 – Level 2, Sydney NSW Australia 2028 (hereinafter referred to as the “Sublicensee”).
AMENDMENT NO. 1 TO WAIVER AND AGREEMENTWaiver and Agreement • October 15th, 2013 • CBD Energy LTD • Semiconductors & related devices
THIS AMENDMENT NO. 1 (the “Amendment”) is executed on September 21, 2012, with effectiveness as of August 14, 2012, by and among Alpha Capital Anstalt, an “anstalt” organized under the laws of Liechtenstein (the “Stockholder”), Westinghouse Solar, Inc., a Delaware corporation (the “Company”), and CBD Energy Limited, an Australian corporation (the “Parent” and, collectively with the Stockholder and the Company, the “Parties”). Each capitalized term used herein but not otherwise defined shall have the meaning ascribed to such term in the Waiver and Agreement (defined below).
AMENDMENT TO CREDIT AGREEMENTSCBD Energy LTD • December 2nd, 2014 • Semiconductors & related devices
Set out below are the terms on which the Secured Creditor is prepared to make an advance to the Companies for the purpose of paying Employee Entitlements (as defined below).
